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At a laboratory, Optimus Prime and the Autobots are being shown a new drone fighter by a human professor. However, Megatron is out to steal the fighter's blueprints from the laboratory. Soundwave and Ravage, who are inside Ironhide, provide a distraction, while Starscream destroys the drone. Prime orders the Autobots to inspect the wreckage for any clues. Shortly after this, the Decepticons attack the lab, but the Autobots arrive and are able to send them packing.

Me Grimlock want to munch Megatron!

Meanwhile, Spike Witwicky, Carly, and Bumblebee go to pick Sparkplug up at the airport. While there, they discover a Decepticon base in an airplane hangar. Bumblebee calls Prime for reinforcements, but the Autobots with Prime are too far away. Contacting the Autobot base, Wheeljack sends the Dinobots to assist. The Dinobots quickly trash the Decepticons. In retaliation, Megatron orders the Decepticons to blast the planes, causing a massive explosion that damages the Dinobots and allows the Decepticons to retreat. Hoist, Red Alert, and Inferno arrive to put out the fires and take the Dinobots back to base. Ratchet and Wheeljack begin repairs on the Dinobots, while the other Autobots rebuild the airport.

What is it, little buddy? Are you lost? Timmy fell down the well?

Meanwhile, the Decepticons are flying through the air back to their base. All of a sudden, Ravage ejects from Soundwave, transforms and lands on the ground below. Megatron demands an explanation, but Soundwave says that Ravage initiated the ejection without a reason. Soon, however, the Decepticons fall from the sky, and Rumble begins attacking Megatron, though he doesn't know why and he can't stop himself. Megatron flicks him away and concludes that they are suffering from bad Energon. The group heads off to get some new cubes from a powerplant to refuel themselves.

Me, Grimlock, dancing to robot!

At the Autobot base, the Dinobots are repaired, and Prime, still rebuilding the airport, tries to send them to stop the Decepticons. Grimlock angrily refuses, saying he's tired of taking the Autobot leader's orders and saving the Autobots whenever they need help. The Dinobots leave the base, intending to fight whenever they want to. At the power plant, the Autobots arrive to stop the Decepticons, but both factions begin to suffer from debilitating malfunctions. After an indecisive battle, Megatron orders the Decepticons to retreat.

Cybertonium chairs seemed like a good idea at the time, but now...

Back at the base, the Autobots are suffering power failures now, as well as other problems (Wheeljack can't move, Jazz's legs are stuck in alternate mode, and Powerglide is holding his own severed head!). Perceptor concludes that they are suffering from Cybertonium depletion. However, Cybertonium only exists on Cybertron. Fortunately, Shockwave is sending a shipment over the space bridge, but the Autobots are in no condition to retrieve it themselves. Sparkplug, Spike, and Carly decide to track down the Dinobots.

As the three look for the Dinobots, they find that they have been discovered by the Dinobots. Grimlock is less than pleased to have been followed by the humans, and decides to crush them. Sparkplug lays it on thick when he says they need the Dinobots' "brilliant help." Swoop, however, saves the humans from getting smushed because he wants to hear about the "brilliant" part. Sparkplug explains the situation, but Grimlock doesn't care. However, when Spike mentions Cybertonium, Grimlock realizes the Cybertron connection, and decides to help (despite Slag's refusal and Sludge's confusion). The Dinobots attack the Constructicons, who are retrieving the Cybertonium, but the Dinobots simply get into the space bridge and head for Cybertron. Shockwave attempts to stop them. Guess what happens.

WHEEEEE!

At the Autobot base, Sparkplug contacts Grimlock, who refuses to return and help the "bossy Autobots". Carly resolves that she and Spike must head for Cybertron themselves. Prime attempts to stop them, but finally succumbs to the effects of Cybertonium depletion. Sparkplug stays to man Teletraan I to help the kids. Spike and Carly manage to drive past Devastator using Carly's car, but Shockwave is waiting for the two humans on the other side.

Wheeljack: Dinobots, we got a job for you.Grimlock: Me Grimlock no like orders.Slag: Me Slag no like anything.Wheeljack: We really need your help. Why won't you give us a hand?Grimlock: Me don't know why not. So we help. This time.Wheeljack: I've got to work on their personality circuits.

--Wheeljack learns that even the Dinobots don't know why they have a bad attitude.

"So much for your secret headquarters Megatron, even the moronic Dinobots found it!"

--Starscream as the Dinobots attack the Decepticons' airbase.

"Decepticons, CHARGE!"

--Megatron decides to try a new tactic when losing.

"I knew there was trouble!"
"You always think there's trouble, Red."

--Red Alert and Hoist

Megatron:"It's the Aurobrroughs... THE AURRROOBBRRURURRUGHRRR!!!!"Starscream: "Too bad! He's blown his vocal components. I guess that makes me the new leader!

--Megatron after the effects of Cybertonium depletion busted his vocal circuits

Sparkplug: The Autobots are dying, and only you can save them.Grimlock: No care about Autobots! Me Grimlock Dinobot!Spike: If you don't help, the Decepticons will get all the Cybertonium they need.Grimlock: Cybertonium? Cybertron! Okay, us do it!Slag: No! Us no want to.Sludge: What he say?Grimlock: Me Grimlock. Me leader! Me say us do it!

This episode throws some confusion on the origin of the newer second-season characters such as Perceptor, Blaster, Blitzwing, etc. Previously it could be assumed they had simply arrived from Cybertron or some other planet. But the fact that their Cybertonium deteriorates in exact sync with the earlier characters suggests that they were also aboard the Ark and went through the same four million year slumber as the 1984 characters. Why we didn't see any of them for the first year is therefore a bit of a mystery within the context of the stories.

The Constructicons appear to be functioning perfectly well in this episode. What this says about their origin controversy is unknown.

I used the Kronosphere to pluck myself out of the Movie, then locked future-me in his alternate mode, and I'm now using myself as a weapon. Illogical.

At the final scene, Shockwave is holding a gun that looks exactly like his alternate mode.

How the hell did Soundwave get inside Ironhide without him knowing?

This episode establishes that the Dinobots are more powerful in their beast modes, or at least that they are better protected. It's probably the first option, seeing as beast-mode Grimlock grabbed Megatron (yes, Megatron) with his jaw and hurled him through a window.

It might be just because of Megatron's plan all along to wait until the Dinobots transformed to robot mode to attack, so maybe he was just letting Grimlock win? Maybe?

How did the Autobots not see Starscream flying over the drone fighter and dropping a bomb on top of it?

In Part 3 of the episode, when Megatron orders the Decepticons to retreat, they decide to dance instead.

There can faintly be heard the moaning of a woman as Blaster and Soundwave rock the van... You think I'm joking?! Watch the first part of the episode and find out for yourself!

So Cybertonium is "critical" for the function of the Transformers, and yet no one in either faction ever considered before now that the lack of it on earth might be a problem after millions and millions of years? Not one? Not even Perceptor, who practically lives for this sort of thing? Really?